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Leafwire

An online platform for the cannabis and hemp business community to connect, share news, promote events, find jobs and network

  • $572,480Amount raised
  • $500Minimum
  • $8,000,000Valuation cap

Purchased securities are not listed on any exchange. A secondary market for these securities does not currently exist and may never develop. You should not purchase these securities with the expectation that one eventually will.

Leafwire is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, this profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • Member base has grown by over 700% since January 1, 2019, to a current size of 36,100+ members
  • Members have sent 710,000+ Connection Requests to other Leafwire Members since launch
  • 2020 YTD revenue is over $196k (as of October 2020), representing a 75%+ increase from full-year 2019 (unaudited)
  • Members have created 15,000+ Company Profiles on the platform
  • Job board features 1,000+ open Cannabis and Hemp jobs

Fundraise Highlights

  • Total Amount Raised: US $572,480
  • Total Round Size: US $1,500,000
  • Raise Description:  Seed
  • Minimum Investment:  US $500 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $8,000,000
  • Offering Type:   Side by Side Offering

We built Leafwire to provide a safe place for the cannabis business community to connect, share news, promote events, find employees and just simply network.


We built Leafwire because the cannabis industry needed a safe, cannabis-focused platform to connect, share news, promote events, find employees and just simply network. Our goal is to build Leafwire to be a Linkedin-like platform for the cannabis and hemp business community.

Leafwire is a 'Freemium' model where members can join for free and choose to pay for some of Leafwire's premium features including advertising in our emails, advertising on the platform, Marketplace Listings, job posts and premium monthly subscriptions.

The cannabis business community has embraced Leafwire and we've generated significant traction over the last 2 years.

Member Growth - Since Jan. 2019, our member base has grown by 700%, with a current base of more than 36,000 members (as of Oct. 2020)

Engagement - Since Jan. 2019, our Monthly Active Users has grown by 400%, with a current level of more than 25,000 (as of Oct. 2020)

Revenue - Since Feb. 2019 (first month of meaningful revenue in our current revenue stream), our monthly revenue has grown by 500% reaching $25,000+ in Oct. 2020. 

As part of our company roadmap, Leafwire intends to:

  • Focus significant efforts on growing the Leafwire Job Board
  • Launch Leafwire Premium, the premium level of monthly membership
  • Add a ticketing functionality to our Events Tab to allow companies to create and manage events via Leafwire
  • Build a Leafwire mobile app to provide all of Leafwire's existing functionalities, but also function as an Events App that conference organizers could use when hosting events. Leafwire members could then network with people, not just at home, but while at events and schedule in-person meetings via the Leafwire App
  • Add a 'Vouching' functionality where members can recommend companies by 'Vouching' for them and members can see how many 'Vouches' a company has and even see who has 'Vouched' for them

Pitch Deck

Media Mentions

The Team

Founders and Officers

Technology entrepreneur and co-founder of multiple startups in fin-tech and online marketing in positions ranging from CEO, Co-founder to General Manager. 20 years of experience with multiple fund raises in varied sectors, with a successful exit in the digital marketing space.

Peter Vogel

CEO

Technology entrepreneur and co-founder of multiple startups in fin-tech and online marketing in positions ranging from CEO, Co-founder to General Manager. 20 years of experience with multiple fund raises in varied sectors, with a successful exit in the digital marketing space.

Successful serial entrepreneur and co-founder of multiple startups in the online gaming, consumer marketing and fin-tech industries. Marin has decades of experience managing tech teams, developing products and has built customer bases of millions of users, across several companies. 

Marc Marin

COO

Successful serial entrepreneur and co-founder of multiple startups in the online gaming, consumer marketing and fin-tech industries. Marin has decades of experience managing tech teams, developing products and has built customer bases of millions of users, across several companies. 

Marion Mariathasasn

Founding Investor and Board Member

Founder and Chairman of Ceylon Solutions; CEO of cannabis compliance company, Simplifya; Tech investor; Tech entrepreneur with multiple exits and 16 years of experience starting and operating companies.

Marion Mariathasasn

Founding Investor and Board Member

Founder and Chairman of Ceylon Solutions; CEO of cannabis compliance company, Simplifya; Tech investor; Tech entrepreneur with multiple exits and 16 years of experience starting and operating companies.

Alain Bankier

Founding Investor and Board Member

Served as CEO of Manischewitz Company; Managing Director of BNP Paribas, Co-founder of New York Angels Investment Group; Serial entrepreneur, advisor, and active early-stage investor.

Alain Bankier

Founding Investor and Board Member

Served as CEO of Manischewitz Company; Managing Director of BNP Paribas, Co-founder of New York Angels Investment Group; Serial entrepreneur, advisor, and active early-stage investor.

Key Team Members

Scott Wollaston

Fractional CFO (part-time): 20+ years of corporate finance and operations

Michael Kelley

Director of Business Development, 20+ years sales experience

Notable Advisors & Investors

Jim Cacioppo

Investor, Co-founder, Chairman and CEO at Jushi

Tahira Rematullah

Investor, Former Managing Director, Hypur Ventures

Christian Sederberg

Investor, Founding Partner of Vicente Sederberg Law Firm

Jake Litke

Investor, CEO at MediaJel

Doug Hannah

Investor, Managing Director of Silverleaf Venture Partners

Jeff Maters

Investor, Managing Director at Network Ventures

Brian Vicente

Advisor, Founding Partner of Vicente Sederberg Law Firm

Reid Valfer

Advisor, CFO at SecureCircle; Ex CDO at Rise Interactive

Jeanne M. Sullivan

Advisor, Chief Investment Officer at The Arcview Collective Fund

Finnegan Faldi

Advisor, President at TeamViewer; Serial Investor & Entrepreneur

Term Sheet

A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.

Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $1,500,000

  • Raised to date:
    US $572,480
    US $81,800 (under Reg CF only)

  • Minimum investment:
    US $500

  • Target Minimum:
    US $893,680
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    15.0%

  • Valuation Cap:
    US $8,000,000

  • Interest rate:
    6.0%

  • Note term:
    24 months
  • Additional Terms

  • Similar Investments Under Different Forms

    Convertible notes purchased using the form attached as Exhibit A of the Crowd Note shall count towards the Company’s current round and the target minimum. Such notes may be senior to and have different terms from the Crowd Note. Additionally, these investors would vote as a separate series of notes, and may amend their note separately from the Crowd Note.


  • Custody of Shares

    Investors who invest less than $50,000 will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information.


  • Closing conditions:
    While Leafwire has set an overall target minimum of US $893,680 for the round, Leafwire must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments below $20,000. For further information please refer to Leafwire's Form C.

  • Regulation CF cap:
    While Leafwire is offering up to US $1,500,000 worth of securities in its Seed, only up to US $1,070,000 of that amount may be raised through Regulation CF.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    **** Holiday Special**** 

    If you invest before Jan. 1, 2021, you will automatically be bumped up and receive the Perks Tier ABOVE the amount you invested!

    Market Like a Master: Marketplace Listings are a great way to promote your product or service to the cannabis business community.

    Tiers:

    Network Like a Pro: Leafwire’s Premium Monthly Subscription will be launched in 2021 and intends to have enhanced messaging capability, enhanced search abilities, in addition to other enhanced networking features and tools.

    $750-$999: 6 months of Promotion in Leafwire's Marketplace ($300 Value) or 6 months of Leafwire’s Premium Subscription ($240 Value)

    $1,000-$1,499: 9 months of Promotion in Leafwire's Marketplace ($450 Value) or 9 months of Leafwire’s Premium Subscription ($360 Value)

    $1,500-$2,499: 12 months of Promotion in Leafwire's Marketplace ($600 Value) or 12 months of Leafwire’s Premium Subscription ($480 Value)

    $2,500-$4,999: 12 months of Featured Promotion in Leafwire's Marketplace ($2,400 Value) or 24 months of Leafwire’s Premium Subscription ($960 Value)

    $5,000-$9,999: 12 months of Featured Promotion in Leafwire's Marketplace ($2,400 Value) AND 24 months of Leafwire’s Premium Subscription ($960 Value)

    $10,000-$24,999: Lifetime membership to Leafwire’s Premium Subscription

    $25,000-$49,999: Lifetime membership to Leafwire’s Premium Subscription plus 3 personal introductions to any of Leafwire's Investors and Partners

    $50,000-$99,999: Lifetime membership to Leafwire’s Premium Subscription plus 5 personal introductions to any of Leafwire's Investors and Partners

    $100,000+: Lifetime membership to Leafwire’s Premium Subscription plus 10 personal introductions to any of Leafwire’s Investors and Partners

    (Marketplace Listings must be applicable to the cannabis and hemp industries and must be approved prior to publication. Base Listings are $50/month and Premium Listings are $199 per month, but pricing is subject to change. We expect the Premium Monthly Subscription to be offered at a cost of $40/month, but pricing is subject to change.)

    Perks must be claimed within 60 days of company outreach. Company will send an email at the end of the campaign to confirm Investor Perks. 

    It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.

    Prior Rounds

    The graph below illustrates the valuation cap or the pre-money valuation of Leafwire's prior rounds by year.


    This chart does not represent guarantees of future valuation growth and/or declines.

    Pre-Seed

  • Round Size
    US $190,000
  • Closed Date
    Apr 12, 2018
  • Security Type
    Common Equity
  • Pre-Money valuation
    US $1,000,000
  • Seed

  • Round Size
    US $950,000
  • Closed Date
    Aug 16, 2019
  • Security Type
    Preferred Equity
  • Pre-Money valuation
    US $3,000,000
  • Market Landscape

    U.S. Cannabis Retail Sales Estimates


    Cannabis Industry:

    The cannabis industry has been growing quickly and each year more and more states legalize the recreational and/or medical use of cannabis. According to MJBizDaily: 'US retail marijuana sales on pace to rise 40% in 2020, near $37 billion by 2024'.

    The cannabis industry as a whole has had significant momentum:

    • 5 states just voted to legalize cannabis (either recreational or medical)
    • Massachusetts just reported it has seen more than a billion dollars of cannabis sales, generating $200 million in taxes
    • 68% of Americans now support legalization, the highest % ever, as reported by a recent Gallup poll

    Target Market:

    Leafwire's target market is anyone who interacts with any sector of the cannabis industry. Our members include both plant-touching companies and non-plant touching companies. Plant-touching companies are those that are licensed by the state to grow cannabis, process it, and sell it. But Leafwire also targets all of the other non-plant touching companies who provide any type of service to the industry, ranging from real estate, packaging, HR, payment processing, legal, advertising, investing, and more...

    Competition:

    We believe that there are currently no other business networks in the cannabis industry of any scale that would pose a competitive risk to Leafwire. The few that exist have been in business for 5+ years and have never scaled (see Alexa stats).

    Alexa Global Ranking: 

    • Leafwire - 58,171 (founded 2016)
    • GrowersNetwork.org - 271,050 (founded 2016)
    • MJLink - 871,5491 (founded 2013)

    The largest players in the Cannabis B2B space are the primary cannabis news outlets and conference organizers. These are companies such as:

    • MJBizDaily
    • Green Entrepreneur
    • Cannabis Business Times
    • Ganjapreneur

    You can see more further description of these B2B news outlets on the Market Landscape Slide within the deck.

    Risks and Disclosures

    The development and commercialization of the Company’s products and services are competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. This market is an emerging industry where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.

    The Company projects aggressive growth. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    The Company may face challenges maintaining, promoting, and growing its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive news media space. Additionally, the product may be in a market where customers will not have brand loyalty.

    The Company must correctly predict, identify, and interpret changes in consumer preferences and demand, offer new products to meet those changes, and respond to competitive innovation. Consumer preferences for the Company's products change continually. Its success depends on its ability to predict, identify, and interpret the tastes and habits of consumers and to offer products that appeal to consumer preferences. If the Company does not offer products that appeal to consumers, its sales and market share will decrease. It must distinguish between short-term fads, mid-term trends, and long-term changes in consumer preferences. If the Company does not accurately predict which shifts in consumer preferences will be long-term, or if it fails to introduce new and improved products to satisfy those preferences, its sales could decline. In addition, because of its varied customer base, it must offer an array of products that satisfy the broad spectrum of consumer preferences. If the Company fails to expand its product offerings successfully across product categories, or if it does not rapidly develop products in faster growing and more profitable categories, demand for its products could decrease, which could materially and adversely affect its product sales, financial condition, and results of operations.

    In addition, achieving growth depends on its successful development, introduction, and marketing of innovative new products and line extensions. Successful innovation depends on its ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary intellectual property rights, and to avoid infringing the intellectual property rights of others and failure to do so could compromise its competitive position and adversely impact its business

    Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving the Company’s products and services, and maintaining the integrity of the data that supports the safety and efficacy of its products. The Company's future success depends on their ability to maintain and continuously improve their quality management program. An inability to address a quality or safety issue in an effective and timely manner may also cause negative publicity, a loss of customer confidence in the Company or the Company's current or future products, which may result in the loss of sales and difficulty in successfully launching new products. In addition, a successful claim brought against the Company in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against the Company could have an adverse effect on their business and their reputation.

    The Company’s Board does not keep meeting minutes from its board meetings. Though the Company is a Delaware Corporation and Delaware does not legally require its corporations to record and retain meeting minutes, the practice of keeping board minutes is critical to maintaining good corporate governance. Minutes of meetings provide a record of corporate actions, including director and officer appointments and board consents for issuances, and can be helpful in the event of an audit or lawsuit. These recordkeeping practices can also help to reduce the risk of potential liability due to failure to observe corporate formalities, and the failure to do so could negatively impact certain processes, including but not limited to the due diligence process with potential investors or acquirers. There is no guarantee that the Company’s board will begin keeping board meeting minutes.

    The Company’s ability to grow its business depends on laws pertaining to the cannabis industry. Continued development of the medical-use cannabis industry depends upon continued legislative authorization of cannabis at the state level. The status quo of, or progress in, the regulated medical-use cannabis industry is not assured and any number of factors could slow or halt further progress in this area. Burdensome regulations could slow or stop further development of the cannabis industry, which could have the impact of dampening growth of the cannabis industry. Further, FDA regulation of medical-use cannabis and the possible registration of facilities where medical use cannabis is grown could also negatively affect the medical-use cannabis industry and its financial condition. Should the federal government legalize cannabis for medical-use, it is possible that the U.S. Food and Drug Administration, or the FDA, would seek to regulate it under the Food, Drug, and Cosmetics Act of 1938. As a company that supports the cannabis industry, the changes in regulations could make it difficult for the Company to grow as desired.

    The SEC is monitoring the cannabis industry and may halt or prevent the offering or sale of the Company's securities due to the bad acts of others. On May 16, 2014, the SEC’s Office of Investor Education and Advocacy issued an Investor Alert to warn investors about potential risks involving investments in marijuana-related companies. The SEC noted an increase in the number of investor complaints regarding marijuana-related investments. The SEC issued temporary trading suspensions for the common stock of five different marijuana-related companies. Due to the stigma created by the bad acts of 11 others in the industry, the SEC may halt trading and offerings in all marijuana-related companies which would have a material adverse effect on the Company's ability to raise capital and their business. Laws and regulations affecting the regulated cannabis industry are constantly changing, which could materially adversely affect the Company's proposed operations, and the Company cannot predict the impact that future regulations may have. The Company cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can they determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on business.

    The Company is subject to many U.S. federal and state laws and regulations, including those related to privacy, rights of publicity, and law enforcement. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could harm their business. The technology and use of the technology in the Company's product may not be legislated, and it is uncertain whether different states will legislate around this technology, and, if they do, how they will do so. Violating existing or future regulatory orders or consent decrees could subject the Company to substantial monetary fines and other penalties that could negatively affect their financial condition and results of operations.

    The reviewing CPA has included a “going concern” note in the reviewed financials. The Company has incurred losses from inception of $1,384,989 which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its flagship product and services, and its ability to generate positive operational cash flow.

    Management has determined, based on its recent history and its liquidity issues that it is not probable that management’s plan will sufficiently alleviate or mitigate, to a sufficient level, the relevant conditions or events noted above. Accordingly, the management of the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these financial statements.

    The Company has engaged in related party transactions. During the years ended December 31, 2019 and 2018, the Company had transactions with various related parties for various operating expenses for $320,880 and $211,225 respectively, including $161,218 and $101,740 that the Company paid to Ceylon Solutions LLC, a development tech company in Sri Lanka owned by board members of the Company, to build new features for the Company’s website.

    The Company had accrued payables with related parties as of December 31, 2019 and 2018 for $32,809 and $31,938 respectively. As of December 31, 2019 and 2020, the Company has issued convertible notes payable to related parties for cash proceeds of $90,000 and $0 respectively.

    During the years ended December 31, 2019 and 2018, the Company issued convertible promissory notes for cash proceeds of $190,680 and $0, respectively. The notes are all convertible into preferred or common shares of the Company, carry interest at 6% per annum, and mature on November 13, 2021. See Exhibit B Note 5 for more detail on conversion mechanics. The Company recognized interest expense of $1,924 and $0 during the years ended December 31, 2019 and 2018, respectively.

    The Company has not prepared audited or full reviewed financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. The Company also has not provided a full year of reviewed financials. If investors feel the information provided is insufficient, then they should not invest in the Company.

    The Company’s cash position is relatively weak. The Company currently has only $44,345 in cash balances as of December 7, 2020. This equates to less than one month of runway. The Company believes that it is able to continue extracting cash from sales to extend its runway. The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.

    The Company’s management holds a below-market ownership stake in the Company given its stage. Management’s equity position may not be large enough to properly incentivize them to grow the Company, increase its value, and achieve the optimal outcome for investors. Once the Company closes its current round, management may face further dilution.

    The Company has not filed a Form D for its prior offerings. The SEC rules require a Form D to be filed by companies within 15 days after the first sale of securities in the offering relying on Regulation D. Failing to register with the SEC or get an exemption may lead to fines, the right of investors to get their investments back, and even criminal charges. There is a risk that a late penalty could apply.

    The total amount raised may include investments made outside of the SeedInvest platform via Regulation D. $390,680 has been raised prior to the launch of the SeedInvest campaign. The earliest investment counted towards the escrow target was made on November 13, 2019. There is no guarantee that the Company has this cash available for operations as of the date of launch. 

    The Total Amount Raised, as reflected on the SeedInvest platform, may be partially comprised of investments from the Company’s management or affiliates. Such investments are not being counted towards the escrow minimum. If the sum of the investment commitments does not equal or exceed the escrow minimum at the offering end date, no securities will be sold in the offering, investment commitments will be cancelled, and committed funds will be returned. As a result, the Total Amount Raised may not be reflective of the Company's ability to conduct a closing.

    The outbreak of the novel coronavirus, COVID-19, has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus pandemic and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Funds, their performance, and their financial results.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for theseshares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events \u2014 through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneuror management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may nothave the benefit of such professional investors.

    Leafwire's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download Leafwire's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in Leafwire
    How does investing work?

    When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Leafwire. Once Leafwire accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Leafwire in exchange for your securities. At that point, you will be a proud owner in Leafwire.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or passport
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.


    How much can I invest?

    An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:

    • If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.

    Separately, Leafwire has set a minimum investment amount of US $500.

    Accredited investors investing $20,000 or over do not have investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now Leafwire does not plan to list these securities on a national exchange or another secondary market. At some point Leafwire may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when Leafwire either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is Leafwire's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the Leafwire's Form C. The Form C includes important details about Leafwire's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.